HomeMy WebLinkAboutC13-350 Peak Performance Imaging Solutions t
AGREEMENT BETWEEN EAGLE COUNTY
AND PEAK PERFORMANCE IMAGING SOLUTIONS
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THIS AGREEMENT is made this day of f Ji F I'll` 1%. , 2013, by and between Eagle County
("County"), and, Peak Performance Imaging Solutions ("Contractor"), a Colorado Corporation with a principal
place of business at 135 West 11`x' Street, Silverthorne, Colorado 80498.
WHEREAS, County desires to purchase a Savin or Sharp digital imaging system (the "Equipment") as
specified in Exhibit A for the department specified on Exhibit A.
WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise
necessary to provide, install and maintain said Equipment; and
WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of
Contractor in connection with the Equipment and services and related terms and conditions to govern the
relationship between Contractor and County in connection with this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and
Contractor agree as follows:
ARTICLE 1 —WORK
1.1 Contractor agrees to procure and install the Equipment as set forth in Exhibit A ("Purchase and
Installation"), and provide all the maintenance services set forth in Exhibit B (hereinafter "Maintenance
Services" or"Work") which Exhibits are attached hereto and incorporated by this reference. Contractor and
will use its expertise and skill to perform the Installation and Maintenance Services. In the event of any
conflict between the contents of this Agreement and Exhibit A or Exhibit B, this Agreement shall control.
1.2 County shall have the right to inspect all Equipment prior to acceptance. Inspection and acceptance shall not
be unreasonably delayed or refused. In the event County does not accept the Equipment for any reason in its
sole discretion, then Contractor shall upon County's request and at no charge or cost to County i) take the
Equipment back, ii) exchange, or iii)repair the Equipment.
ARTICLE 2—COUNTY'S REPRESENTATIVE
2.1 The County IT Director, or his designee, shall be Contractor's contact with respect to this Agreement
and the performance of any services called for herein.
ARTICLE 3—TERM OF AGREEMENT
3.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the
provisions of Article 11 hereof, shall continue in full force and effect for a period of one year and automatically
renew for four additional one-year terms. All guarantees or warranties shall survive termination.
3.2 The term of this Agreement may be extended or modified and the scope of services may be changed
upon a written amendment to this Agreement signed by both parties.
ARTICLE 4—COMPENSATION
4.1 For the Equipment, County will pay Contractor the amounts provided in Exhibit A. The maximum
amount of compensation under this Agreement for Purchase and Installation shall not exceed the Total Due
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listed on Exhibit A without a signed amendment to the Agreement. For Maintenance Services, County will pay
Contractor in accordance with the terms of Exhibit B.
4,2 Payment will be made for Purchase and Installation upon successful installation and the County's
acceptance of the Equipment. For Maintenance Services satisfactorily performed, payment will be made within
thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting the Maintenance
Services, The invoice shall include a description of services performed. Upon request, Contractor shall provide
County with such other supporting information as County may request.
4.3 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees
to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant
to the terms of this Agreement.
4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the
County nor shall any payment be made to the Contractor in excess of the amount for any Services done without
the written approval in accordance with a budget adopted by the Board in accordance with provisions of the
Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all
obligations beyond the current fiscal year are subject to funds being budgeted and appropriated.
4.5 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal
or beneficial interest whatsoever in the service or property described in this Agreement. The Contractor has no
interest and shall not acquire any interest, direct or indirect, that would conflict in any matter or degree with the
performance of Contractor's services and Contractor shall not employ any person having such known interests.
ARTICLE 5—CONTRACTOR'S REPRESENTATIONS/WARRANTIES
In order to induce County to enter into this Agreement, Contractor makes the following representations:
5.1 Contractor shall deliver the Equipment and perform the Installation Services no later than thirty (30)
days after receipt of signed Agreement. Contractor shall not be liable for delays in delivery occasioned in
whole or in part by causes beyond its control, including without limitation, strikes and other labor disputes, fires
embargoes, war or civil disturbance, acts of God, inability to obtain transportation or shipping space. Contractor
shall provide the Maintenance Services described in Exhibit B in an expeditious manner. If Contractor is
unable to repair the Equipment within 12 business hours of notice that the Equipment is not working, Contractor
will provide a loaner of a like model to the Equipment at the same location at no additional cost.
5.2 Contractor has familiarized itself with the intended purpose and use of the Equipment, nature and extent
of the Services to be provided hereunder, the Facility, and with all local conditions, and federal, state, and local
laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services.
5.3 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
5.4 To the extent possible, Contractor has correlated the results of all such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
5.5 To the extent possible Contractor, has given County written notice of all conflicts, errors, or
discrepancies that he has discovered in the Agreement.
5.6 Contractor will be responsible for provision of the Services and shall perform the Services in a skillful,
professional and competent manner and in accordance with the standard of care, skill and diligence applicable
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to Contractor's providing similar Equipment and Services. Further, in rendering the Services, Contractor shall
comply with the highest standards of customer service to the public. Contractor shall provide appropriate
supervision of its employees to ensure the Services are performed in accordance with this Agreement.
5.7 In addition to any specific guarantees required by this Agreement, Exhibit A and Exhibit B and any
other documents related to this Agreement, Contractor promises the Equipment will be new or refurbished as
clearly identified on Exhibit A and promises to perform the Installation and Maintenance Services in a
workmanlike manner and guarantees against defects in materials or workmanship for a period of five (5) years
from date the Equipment is installed, or a certain number of impressions, whichever comes first. The number of
impressions is determined by speed of Equipment purchased. Equipment will be guaranteed as follows:
Speed of Equipment Number of Images
15-30 ppm* 1,500,000 images or 5 years
31-40 ppm 3,000,000 images or 5 years
41-55 ppm 5,000,000 images or 5 years
56-135 ppm 10,000,000 images or 5 years
*ppm=Pages per minute
During the term of this Agreement, in the event the Equipment cannot be repaired satisfactorily, Contractor
shall provide, at no charge, an equivalent replacement machine.
5.8 Contractor warrants that title to all Work, Equipment and materials will pass to County either by
incorporation into the Facility or upon the receipt of by Contractor of payment from County (whichever occurs
first) free and clear of all liens, claims, security interests or encumbrances. Contractor further warrants that
Contractor (or any other person performing Work covered by this Agreement) purchased all materials and/or
Equipment free and clear of all liens, claims, security interests or encumbrances.
5.9 Contractor assumes all risk of loss with respect to the Equipment until title to the Equipment passes
from Contractor to County, at which time County shall assume all risk of loss with respect to the Equipment.
Notwithstanding anything to the contrary herein, for purposes of this Section 5.9 title shall pass to County after
Contractor has installed the Equipment and Owner has inspected and approved the Equipment as installed and
invoice for Equipment is paid in full.
5.10 Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense,
without cost to County, and without interruption to County's occupancy:
a) Any defects in materials or workmanship which existed prior to or during the period of any
guarantee or warranty provided in this Agreement; and
b) Any damage to other Work or property caused by such defects or the repairing of such defects.
5.11 Guarantees and warranties shall not be construed to modify or limit any rights or actions County may
otherwise have against Contractor in law or in equity.
5.12 Guarantees and/or warranties required by this Agreement shall commence on the date of acceptance of
the Equipment by County.
5.13 Except as otherwise provided herein, Contractor shall not be liable for consequential, incidental, or
punitive damages or for loss of profits arising out of or related to equipment or service ordered by customer. In
no event shall Contractor's liability to County exceed Contractors insurance limits as stated herein.
5.14 Scope of Responsibility: Networked Connected Copier/Printers
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a) Condition of Existing Network Components and Software - County agrees to allow Contractor
to survey existing equipment for incompatibilities prior to installation. If County is utilizing 3rd
Party or non licensed Software, Contractor reserves the right to not support such applications.
b) Software Compatibility of Equipment and Print Controller(s) - The software drivers for the
equipment listed above are compatible with most Windows operating systems — please consult
either www.savin.com or www.sharp.com, depending on the equipment being purchased, to
confirm compatibility with a particular operating system. Not all Windows compatible
programs utilize the drivers written for specific printers. Contractor and the manufacturer do not
warranty correct printing for such programs. At this time DOS drivers do not exist and are not
under development. In limited situations other DOS based printer drivers may be used to
provide support of advanced features. PCL & PJL command lines may be used with certain
DOS applications to utilize advanced functions of our devices. This is based on a case by case
basis. The financial responsibility lies with the County to research, test, and implement the
alternative drivers. Contractor may offer such assistance and technical expertise in these areas,
responsibility again lies with County. DOS applications - Certain advanced features of the
copier/printer may be programmed into the letter logic using PCL and/or PJL codes. Not all
items printed by DOS applications are editable. DOS applications do not use a driver to print,
the program uses a text dump to a queue on the server or to a local parallel or communications
port.
c) Conditions of Installation - Access to necessary rooms, computers, passwords, and personnel
during the days of Monday through Friday between the hours of 8:00AM and 5:00PM will be
granted to Contractor to complete the installation of connected copiers/printers. Any network
cabling, electrical outlet installation, and/or corrections needed to the physical property to
properly install the copier/printer are the financial responsibility of the County. Contractor may
offer support on hourly or"block of time"basis to install &/or support installation and servicing
of computer, network, or software related issues after initial installation.
ARTICLE 6—ENTIRE AGREEMENT
6.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract
Documents other than this Agreement, Exhibit A, Exhibit B and Exhibit C. The Agreement may only be
altered, amended, or repealed in writing.
ARTICLE 7—MISCELLANEOUS
7.1 No assignment by a party hereto of any rights under, or interests in the Agreement will be binding on
another party hereto without the written consent of the party sought to be bound; and specifically, but without
limitation, moneys that may become due and moneys that are due may not be assigned without such consent
(except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to
the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from
any duty or responsibility under the Agreement.
7.2 County and Contractor each binds itself, its partners, successors, assigns and legal representatives to the
other party hereto, in respect to all covenants, agreements, and obligations contained in this Agreement.
7.3 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations
under this Agreement after, nor shall any payments be made to Contractor in respect of any period after
December 31 without an appropriation therefore by County in accordance with a budget adopted by the Board
of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local
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Government Budget Law (C.R.S. § 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution,
Article X, Sec. 20).
7.4 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR
SERVICES
7.4.1 If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-101, et
seq., regarding Illegal Aliens —Public Contracts for Services, and this Contract. By execution of this Contract,
Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under
this Contract and that Contractor will participate in the E-verify Program or other Department of Labor and
Employment program ("Department Program") in order to confirm the eligibility of all employees who are
newly hired for employment to perform Services under this Contract.
7.4.2 Contractor shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under this contract for
services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
the public contract for services.
7.4.3 Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under this Contract through participation in the E-verify Program or Department
Program, as administered by the United States Department of Homeland Security. Information on applying for
the E-verify program can be found at:
http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm
7.4.4 The Contractor shall not use either the E-verify program or other Department Program procedures to
undertake pre-employment screening of job applicants while the public contract for services is being performed.
7.4.5 If the Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to:
(i) Notify the subcontractor and the County within three days that the Contractor has actual
knowledge that the subcontractor is employing or contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice
required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop
employing or contracting with the illegal alien; except that the Contractor shall not terminate the
contract with the subcontractor if during such three days the subcontractor provides information
to establish that the subcontractor has not knowingly employed or contracted with an illegal
alien.
7.4.6 The Contractor shall comply with any reasonable request by the Department of Labor and Employment
made in the course of an investigation that the department is undertaking pursuant to its authority established in
C.R.S. § 8-17.5-102(5).
7.4.7 If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the
contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the
Contractor shall be liable for actual and consequential damages to the County as required by law.
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7.4.8 The County will notify the office of the Colorado Secretary of State if Contractor violates this provision
of this Contract and the County terminates the Contract for such breach.
7.5 The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under
penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (b) to the extent applicable shall comply with the provisions of C.R.S. 24-76.5-101 et. seq., and (c)
has produced one form of identification required by C.R.S. 24-76.5-103 prior to the effective date of this
Agreement.
7.6 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted.
7.7 Contractor acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of Contractor. Contractor shall not enter into any sub-consultant or sub-
contractor agreements for the performance of any of the Services or without County's prior written consent,
which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to
approve all personnel assigned to perform the Work and no personnel to whom County has an objection, in its
reasonable discretion, shall be assigned. Contractor shall require each sub-consultant or sub-contractor, as
approved by County and to the extent of the Services to be performed by the sub-consultant or sub-contractor,
to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations
and responsibilities which Contractor,by this Agreement, assumes toward County.
ARTICLE 8 -JURISDICTION AND VENUE:
8.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties
hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for
the State of Colorado.
8.2 In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the
obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for
breach of this Agreement, or an action be brought for injunction or specific performance, then and in such
events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including
reasonable attorney's fees.
ARTICLE 9 -INDEMNIFICATION:
9.1 The Contractor shall indemnify and hold harmless County and any of its officers, agents and employees
against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees
may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or
indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its
subcontractors hereunder; and Contractor shall reimburse County for any and all attorney fees and costs, legal
and other expenses incurred by County in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnification shall not apply to claims by third parties against the County to
the extent that the County is solely liable to such third party for such claims without regard to the involvement
of the Contractor.
ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS:
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10.1 All documents (including electronic files) which are obtained during, purchased or prepared in the
performance of the Services shall remain the property of the County and are to be delivered to County before
final payment is made to Contractor or upon earlier termination of this Agreement.
ARTICLE 11 -TERMINATION:
11.1 County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without
cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination
specifying the date upon which termination becomes effective. In such event, Contractor shall be compensated
for all Services satisfactorily completed up to the date of termination for such Services.
ARTICLE 12—NOTICE
12.1 Any notice required under this Agreement shall be personally delivered,mailed in the United States
mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the
appropriate party at the following addresses:
The County: Eagle County Facilities Management
P.O. Box 850
Eagle, Colorado 81631
(970) 328-8786 (p)
(970) 328-8899 (f)
and a copy to: Eagle County Attorney
P.O. Box 850
Eagle, Colorado 81631
(970) 328-8685 (p)
(970) 328-8699 (f)
The Contractor: Peak Performance Imaging Solutions
135 West 1 Street
P.O. Box 1968
Silverthorne, CO 80498
(970) 262-2555
12.2 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed
received or, if transmitted after normal business hours, on the next business day after transmission, provided
that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in
an official depositary of the U.S. Postal Service.
ARTICLE 13—INDEPENDENT CONTRACTOR
13.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this
Agreement shall result in, or be construed as establishing, an employment relationship between County and
Contractor or County and Contractor's employees. Contractor and its employees shall be, and shall perform as,
independent contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be, or shall
be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible
for the means and methods to carry out the Services under this Agreement and for Contractor's acts and for the
acts of its officers, agents, employees, and servants during the performance of this agreement. Neither
Contractor nor its officers, agents, subcontractors, employees or servants may represent, act,purport to act or be
deemed the agent, representative, employee or servant of County.
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ARTICLE 14—INSURANCE REQUIREMENTS
14.1 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in
the following minimum amounts:
14.1.1 Workmen's Compensation, disability benefits, and other similar employee benefit acts, with
coverage and in amounts as required by the laws of the State of Colorado;
14.1.2 Comprehensive Automobile Insurance shall be carried in the amount of$1,000,000 for bodily
injury and $1,000,000 for property damage, each occurrence. All liability and property damage insurance
required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form
of policy.
14.1.3 Comprehensive liability and property damage insurance issued to and covering Contractor and
any subcontractor with respect to all Work performed under this Agreement and shall also name County as an
additional insured, in the following minimum amounts:
Bodily Injury Liability:
Each Person: $1,000,000
Each Accident or Occurrence: $1,000,000
Property Damage Liability:
Each Accident or Occurrence: $1,000,000
14.2 Contractor shall purchase and maintain such insurance as required above and the certificate of insurance
is attached hereto as Exhibit C.
//SIGNATURE PAGE TO FOLLOW//
II
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and year first above
written.
COUNTY OF EAGLE, STATE OF
COLORADO,by its County Manager
BY:
Keith Montag
PEAK PERFORMANCE'I�MAGIN SO UTIONS
By: �y� Li%
Title: /44-s''34-1'
•
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. w 1► PEAK PERFORMANCE IMAGING SOLUTIONS
135 West 11th St • P.O. Box 1968 • Silverthorne, CO 80498
V Phone: (970) 262-2555, (970) 949-9732 or (800) 260-8806
Facsimile: (970) 262-6965
EQUIPMENT SALES ORDER Exhibit A
Bill To: Eagle County Treasurer's Office Date: 11/15/2013
PO Box 479
Eagle, CO 81631
Ship To: Eagle County Treasurer's Office Customer PO #:
500 Broadway, Suite 106
Eagle, CO 81631
Contact Person: Anissa Berge
Phone Number: 970-328-8867
Email: anissa.berge@eaglecounty.us
Salesperson: Payment Terms:
Jen Harris El Net 15 ® COD ❑ Per Lease
❑ Rental ❑ Other
Quantity Item# Description Unit Total
1 MP C4503 Savin Digital Imaging System $8,500.00 $8,500.00
1 Paper Feed Unit (PB3160) Included Included
1 1,000 Sheet Finisher (SR3140) Included Included
1 Bridge Unit Included Included
1 Fax Option Type M4 Included Included
Taxable Equipment Subtotal: $8,500.00
Tax @_%: Exempt
Copier/Fax Delivery + Training: Included
2 Hours Computer/Tech Time: Included
Additional hours billed additionally at published rates
$60 per visit charge after initial install to connect additional computers
Total Due: $8,500.00
Page 1 of 2
MAINTENANCE AGREEMENT CONTRACT
/� Maintenance Agreement Number: MA00873
�{
Peak Performance Imaging Solutions Exhibit B
135 W 11th St. - PO Box 1968
Silverthorne, CO 80498
Telephone: (970)262-2555
Facsimile: (970) 262-6965
Bill to
Eagle County Government
P.O. Box 850
Eagle, CO 81631
Contract Start Contract End Contract Type Price
TBD,2013 TBD, 2014 SSCPC Level Cost per copy
Machine Info
Model Sevin Mp C4503 Color Digital Imaging System Serial: TBD
Starting Meter: TBD at installation
Treasurer
500 Broadway
Eagle,CO 81631 Rate Per Meter
MP C4503 color $0.0650
MP C4503 black $0.0060
INCLUSIONS: All parts, labor, drum, developer, preventative maintenance kits, unlimited service calls &emergency service unless
otherwise stated in Special Terms below.
EXCLUSIONS: Paper&staples(see Special Terms for any additional exclusions.)
SPECIAL TERMS: (PLEASE READ CAREFULLY.)
Includes all toner up to 6%coverage. Additional toner to be invoiced. To be billed monthly in arrears.
-TERMS &CONDITIONS OF THIS AGREEMENT-
COPIERS/PRINTERS
The Company as listed shall hereinafter be referred to as Customer. Peak Performance Imaging Solutions,hereinafter referred to as PPIS,offers to the Customer its
Service,Service&Supply,or Service&Supply Cost Per Copy(SSCPC)Program,subject to the terms and conditions set forth herein. Service hours are 8:00 am to 5:00
pm Monday through Friday,except holidays. Preventative maintenance will be done as your Key Operator notifies PPIS that it is due and/or on a scheduled basis by PPIS
subject to Customers preference.
Parts are included in your Maintenance Agreement except copy drums,transfer mediums,consumable items such as toner,developer and fuser oil for maintenance,and
parts replacement required because of negligent operation or defective supplies(unless otherwise noted In the Inclusions,special instructions or special terms section of this
agreement prior to being signed by you the customer). No terms or conditions,expressed or implied,are authorized unless they appear on the original Agreement, The
additional terms and conditions are incorporated and are an integral part of this Agreement.
AGREEMENT
PPIS agrees to maintain Inventory of parts,supplies and service during the term of this contract and shall deliver to the Customer at the location as needed. In consideration
therefore the Customer shall pay in Installments as provided herein for the full term of this agreement. This agreement does not include paper products,transparencies,
labels,or staples,unless otherwise noted.
TERMS
This contract shall commence upon the completion of the warranty. If no warranty,this contract will commence upon delivery of the equipment(or at the time of execution If
the machine is on location)and continue for a term of one year(or the term noted in the exclusions,special Instructions or special term's section of this agreement)at current
and or noted pricing. Supplies are not included In the warranty period,Please refer to your Sales Order. We will automatically renew for a consecutive term as stated
herein.
Thank you for choosing Peak Performance Imaging Solutions
•
TERMS AND CONDITIONS
1. GENERAL SCOPE OF COVERAGE
This agreement covers both the labor and the material for adjustments,repairs and replacement of parts as necessitated by normal use of the equipment. Damage to the equipment
or parts arisen out of misuse,abuse,negligence,electrical problems/surges,or any other causes beyond Peak Performance Imaging Solutions'control are not covered. In addition,
Peak Performance Imaging Solutions may terminate this agreement in the event the equipment is modified,damaged,altered or serviced by personnel other than those employed by
Peak Performance Imaging Solutions. Peak Performance Imaging Solutions may also terminate this agreement if parts,accessories or components not authorized by Peak
Performance Imaging Solutions are fitted to the equipment.
2. SERVICE CALLS
Service calls under this agreement will be made during normal business hours at the Installation address shown on the reverse side of this agreement. Travel and labor time for
service calls after normal hours,on weekends and on holidays,if and when applicable,will be charged at overtime rate in effect at the time the service call is made.
3. EXTENT OF LABOR SERVICES
Labor performed during a service call includes lubrication and cleaning of the equipment and the adjustments,repairs or replacement of parts described In Paragraph#4.
4. REPAIR AND REPLACEMENT OF PARTS
All parts necessary to the operation of the equipment,with the exception of photoreceptive copy drums(unless otherwise noted)will be furnished free of charge during a service call
included in the maintenance service provided by the agreement.
5. RECONDITIONING
When In sole discretion Peak Performance Imaging Solutions determines a reconditioning is necessary to keep the equipment in working condition,Peak Performance Imaging
Solutions will submit to customer an estimate of needed repairs and the cost thereof which will be in addition to the charge payable under this maintenance agreement. The
reconditioning will be done at the unpublished"In Shop"equipment reconditioning rate for contract customers of$60/hour, Parts will be billed to the custerom at cost plus 10%to
cover shipping and handling. If the customer does not authorize such reconditioning,Peak Performance Imaging Solutions may at its discretion discontinue service of the equipment
under this agreement,refunding the unused portion of the maintenance charge,or may refuse to renew this agreement upon its expiration. Thereafter,service will be available on a
'Per Call'basis at published rates.
6. BREACH OR DEFAULT
If the customer does not pay all charges for maintenance or parts provided thereunder,promptly when due:1.)Peak Performance Imaging Solutions may refuse to service the
equipment or(b)furnish service on a C.O.D,'Per Call'basis at published rates 2.)You the customer accept the term length of this agreement and accept that breach or default of this
agreement will result in you the customer being responsible for full payment of said agreement,including customers on CPC/SSCPC billing cycles(charges will be prorated per
average monthly volumes).3.)You the customer agree to pay Peak Performance Imaging Solutions's costs and expenses of collection including the maximum attorney's fees and
collection fees permitted by law.
MOVING EQUIPMENT:
I.) PPIS reserves the right to apply reasonable charges to move equipment for customers and in sole discretion reserve the right to charge for damage to customers
equipment done by unauthorized moving of equipment by you the customer without prior approval from PPIS.
2.) If equipment Is moved to a new Peak Performance Imaging Solutions service zone,Peak Performance Imaging Solutions shall have the option to charge,and the customer
agrees to pay,the difference in published maintenance charges between the current zone and the new zone,such charges to be assessed on a pro-rate basis. If equipment is
moved beyond Peak Performance Imaging Solutions's published service zones,customer agrees to pay a fair and reasonable charge for continued maintenance under this
agreement,taking into account the distance to customer's new location and Peak Performance Imaging Solutions's published rates for service on a'Per Call'basis. If
equipment is moved beyond Peak Performance Imaging Solutions's published service zones,PPIS reserves the right to terminate the contract with no refund available to
customer. Service zones,which are subject to change,include the Colorado counties of Summit,Eagle,Grand,Park,Lake,Clear Creek,Chaffee,Garfield and Pitkin.
SUPPLIES:
Equipment marketed by Peak Performance Imaging Solutions is designed to give excellent performance with Peak Performance Imaging Solutions authorized supplies.If you
the customer choose to use supplies that are not acceptable for use on Peak Performance Imaging Solutions marketed or serviced machines,and these unapproved supplies
cause abnormally frequent service calls or service problems,PPIS may,at Its option,terminate this agreement.Any unused portion of the maintenance agreement charges that
have been pre-paid in full will be refunded to customer. In that event,the customer will be offered service on a'Per Call'basis at published rates. It is a condition of this
agreement that the customer uses only Peak Performance Imaging Solutions authorized supplies.
7. WARRANTY
Other than the obligations set forth herein,Peak Performance Imaging Solutions disclaims all warranties,express or implied,including any implied warranties of merchant ability,
fitness for use,or fitness for a particular purpose, Peak Performance Imaging Solutions shall not be responsible for direct,incidental or consequential damages including but not
limited to,damages arising out of the use or performance of the equipment or the loss of use of the equipment.
8. EQUIPMENT CONDITION
The equipment must be in good condition on the commencement date of the agreement. Peak Performance Imaging Solutions will charge customer,and customer agrees to pay for
parts and labor required to place the equipment in such condition unless covered under any applicable warranties or a continuous maintenance agreement. Peak Performance
Imaging Solutions will invoice the customer and this will be in addition to the price set forth on the reverse side hereof.
10. PC CONNECTIVITY,SUPPORT,INTEGRATION,Y2K
See Sales order for your equipment. Customer accepts terms&conditions of Sales Order as well as Scope of Responsibility Listed on Reverse Side of Sales Order. Standard warranty(s)
for PC peripherals such as hubs,print servers,etc.is with Manufacturer. Installation Time Is clearly stated on Sales Order,An estimate for installation time is stated on Sales Order,
with an amount of time included(standard is 2 hours per machine).Additional Installation Time Uor Further Network Integration is available at published rates. PPIS assumes there
is a network drop within close proximity to machine location. PPIS requests full access to network environment to install systems efficiently&quickly. Delays not caused by PPIS may
be billed to customer at PPIS discretion. PPIS offers training on how to operate connected equipment,PPIS does not offer basic computer skills training. PPIS offers additional long-
term key op training at no charge.Additional Technical Integration calls for further integration is chargeable(Not Supported by this maintenance agreement)and may be supported
via a separate agreement. Current PPIS product offerings are all Y2K compliant. Contact PPIS for our Y2K readiness statement,
11. MISCELLANEOUS
This agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit the the jurisdiction of the courts thereof. Venue shall
be in the Fifth Judicial District for the State of Colorado. It constitutes the entire agreement between the parties and may not be modified except in writing by a duly authorized
officer of Peak Performance Imaging Solutions,
(CUSTOMERS SIGNATURE ON SIGNATURE PAGE OF THIS AGREEMENT DESIGNATES ACCEPTANCE OF ALL OF THE TERMS&CONDITIONS OF THIS AGREEMENT)
